Financial Performance - For the three months ended June 30, 2023, the company reported a net income of $1,117,174, driven by interest income of $1,412,991 from investments held in the Trust Account, after accounting for formation and operating costs of $295,817[108]. - For the six months ended June 30, 2023, the company achieved a net income of $1,616,588, with total interest income of $2,042,674 and formation and operating costs of $426,086[109]. - Net income per share is calculated by dividing net income by the weighted average number of ordinary shares outstanding for the period[131]. - The diluted income per share calculation does not consider the effect of warrants issued during the Initial Public Offering[131]. Cash Flow - The company had net cash used in operating activities of $552,959 for the six months ended June 30, 2023, primarily due to changes in working capital[110]. - The company reported net cash provided by financing activities of $118,622,783 for the six months ended June 30, 2023, mainly from the sale of Placement Units and Units, net of offering costs[113]. Initial Public Offering - The Initial Public Offering generated gross proceeds of $115,000,000 from the sale of 11,500,000 units, including 1,500,000 units from the underwriter's over-allotment option[115]. - As of June 30, 2023, the company placed $117,875,000 in a trust account from the net proceeds of the Initial Public Offering and the sale of Placement Units[118]. Business Combination and Going Concern - The company has until February 14, 2024, to complete a Business Combination, or it will face mandatory liquidation[121]. - The company incurred significant costs in pursuit of financing and acquisition plans, raising doubts about its ability to continue as a going concern if a Business Combination is not completed[121]. Financial Position - The company had no off-balance sheet arrangements as of June 30, 2023[122]. - The company has no outstanding borrowings under the Promissory Note as of June 30, 2023, after repaying the $300,000 loan prior to the Initial Public Offering[125]. Risk Management - As of June 30, 2023, the company was not subject to any market or interest rate risk[133]. - Proceeds from the Initial Public Offering have been invested in U.S. government treasury bills, notes, or bonds with a maturity of 185 days or less[133]. - The company believes there will be no material exposure to interest rate risk due to the short-term nature of its investments[133]. Accounting Standards - Management does not anticipate that recently issued accounting standards will materially affect the company's financial statements[132].

Financial Performance - The company reported a net income of $499,414 for the three months ended March 31, 2023, resulting from an unrealized gain on investments held in the Trust Account of $629,683, offset by formation and operating costs of $130,269 [108]. - For the three months ended March 31, 2023, net cash used in operating activities was $314,255, primarily due to changes in working capital of $183,196 [109]. Fundraising Activities - The company generated gross proceeds of $115,000,000 from the Initial Public Offering of 11,500,000 units on February 14, 2023 [113]. - The company also raised $5,653,750 from the sale of 565,375 Placement Units in a private placement to the Sponsor [114]. Trust Account and Business Combination - As of March 31, 2023, the company had $117,875,000 placed in a trust account from the net proceeds of the Initial Public Offering and the sale of Placement Units [115]. - The company expects to use substantially all funds held in the trust account to complete its initial business combination and may withdraw interest to pay taxes [116]. - The company has until February 14, 2024, to consummate a Business Combination, or it will face mandatory liquidation [119]. Costs and Liabilities - The company incurred a cash underwriting discount of $1,265,000 upon the closing of the Initial Public Offering, with an additional deferred fee of $3,450,000 payable upon completion of a Business Combination [125]. - The company has no off-balance sheet arrangements as of March 31, 2023 [120]. - The company does not anticipate needing to raise additional funds following the Initial Public Offering to meet operating expenditures [118].

Financial Performance - The company reported a net loss of $8,687 for the period from March 11, 2022, through December 31, 2022, which consisted entirely of formation and operating costs [146]. - Net cash used in operating activities was $10,059, attributed to the net loss and prepaid expenses [148]. Financing Activities - The company generated net cash of $98,336 from financing activities, primarily from a promissory note of $300,000 and the issuance of Class B ordinary shares for $25,000, offset by offering costs of $226,664 [149]. - The Initial Public Offering (IPO) on February 14, 2023, raised gross proceeds of $115,000,000 from the sale of 11,500,000 units, including 1,500,000 units from the underwriter's over-allotment option [150]. - An additional $5,653,750 was raised from the sale of 565,375 Placement Units at $10.00 each in a private placement [151]. Trust Account and Business Combination - Following the IPO, $117,875,000 was placed in a trust account, with a net amount of $10.25 per unit [152]. - The company plans to use funds in the trust account to complete its initial business combination and may withdraw interest to pay taxes [153]. - The company has until February 14, 2024, to complete a business combination, or it will face mandatory liquidation [156]. Future Financing Needs - The company does not anticipate needing additional funds post-offering to meet operational expenditures, but may require additional financing for the business combination [154]. - As of December 31, 2022, the company had no off-balance sheet arrangements [157].

Registration No. 333-268283 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 As filed with the U.S. Securities and Exchange Commission on January 26, 2023 FORM S-1/A (AMENDMENT NO. 2) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PONO CAPITAL THREE, INC. (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identifi ...

Registration No. 333-268283 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A As filed with the U.S. Securities and Exchange Commission on January 9, 2023 (AMENDMENT NO. 1) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PONO CAPITAL THREE, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Cayman Islands 6770 N/A (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identific ...

As filed with the U.S. Securities and Exchange Commission on January 9, 2023 Registration No. 333-268283 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A (AMENDMENT NO. 1) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PONO CAPITAL THREE, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) 643 Ilalo Street, #102 Honolulu, Hawaii 96813 (808) 892-6611 (Address, including zip code, and telephone nu ...